Termination Flashcards
Lapse of time
termination of K if lapse of time stated or reasonable time, if no time is stated.
Words or Conduct of Offeror/ revocation of offer
Who: Offeror - REVOKE
- unambiguous statement of inability or unwillingness to K
- unambiguous conduct of tame
- Offeree MUST BE AWARE
I offer to sell car, you accept, but next day when I’m at home alone I say “i want to revoke the offer.” Revocation?
NO. Other person must KNOW of revocation.
What if it’s a rumor?
Depends on if it’s a reliable source.
when is revocation effective?
revocation of offer sent through the mail is NOT effective until RECEIVED.
S offers to sell to B. Se revokes and mails to B on Tuesday. B received on Thursday. When is it revoked?
THURSDAY. revocation when received.
Can you revoke after the offeree accepts?
NO. Indian Giver.
when can you revoke an offer?
any time before acceptance?
When can it NOT be revoked
Option contract
- promised to keep the offer open AND
- promise is supported by consideration
S offers to sell B her car for 400 - B pays S 10 for S’ promise to keep offer open for a week. Can S still revoke the offer?
NO. nominal money to keep the option open is OKAY.
S offers to sell her car to B for 400. S promises to keep the offer open for a week. Can S revoke?
YES. No consideration to keep the offer open. IT’S REVOKED.
Merchant Firm Offer Rule
An offer can’t be revoked for up to 3 months
- offer to buy goods
- signed, written promise to keep the offer open
- party is a merchant - anyone in business
S used car dealer, offers to sell car. Offer in writing, signed, and expressly promises it will be kept open for a week - can S revoke?
NO. Art 2 Applies - Merchant, sale of goods - 3 months.
S used car dealer, offers to sell car. Offer ORALLY promises it will be kept open for a week - can S revoke?
NO. Art 2 applies but FAILED because it MUST be written.
S used car dealer, offers to sell car. Offer in writing, signed, and expressly promises it will be kept open for 6 months - can S revoke?
S cannot revoke for 3 months – there is a MAX time limit on this.
What if no time frame for Merchant Offer Rule?
Court will figure it out - 3 months.
S used cars makes offer by signed writing to B TO SELL CAR for 400. May S revoke?
YES – it only says that they will sell it to you – doesn’t say anything about KEEPING IT OPEN.
S offers to sell B house - and the written offer promises that it can be accepted for the next 4 months. Revoke?
No merchant Firm Offer Rule - you need to give considerate in order to keep it open as an option K.
RELIANCE
offer can’t be revoked if there is detrimental reliance THAT IS REASONABLY FORESEEABLE
G gen contractor to built hotel, S submits a bid (offer) to G to paint hotel for 100k, G uses S’ bid to make its own bid to hotel - can S still revoke?
NO - detrimental reliance on G that was reasonably foreseeable.
Start of performance
Pursuant to an offer to enter into a unilateral K, makes that offer Irrevocable for a reasonable time to complete performance
O offers P 1000K to paint house. O states that it can only be accepted by performance. P starts painting. Can O still revoke?
NO - part performance for unilateral K CANNOT BE revoked before completion.
Why rule about start of performance?
Can’t fuck over P for 99% of performance. MERE PREPARATION NOT OKAY.
Start of performance and mere preparation?
NO - if you order paint but you don’t start painting - there’s NO PERFORMANCE. Maybe detrimental reliance as a remedy….
Rejection - indirect rejection
- counteroffer
- conditional acceptance
- additional terms (common law only)
Counteroffer
kills the original and makes a new offer. Distinguishable from mere bargaining which will continue offer.
S sells for 10K. B says “I will only take it for 9K”. S says no. B says I’ll take it for 10k.
NOPE. dead offer. PERIODS KILL.
Bargaining
mere inquiry does not kill the offer.
S sells for 10k. B says “will you take 9k?” S says hell no. B says “Ok I’ll buy it for 10k”
YES QUESTION MARK.
conditional acceptance
operates the same way as counter offer - terminates offer and becomes a new offer. “If”, “but”, “provided”, “so long as”, “on condition that”
IF BUT PROVIDED SO LONG AS ON CONDITION THAT.
“Acceptance is EXPRESSLY conditioned on this arbitration term as a part of the K” is there an express contract?
NO. conditional acceptance.
Mirror Image Rule
under common law, an “acceptance” must mirror the offer exactly. New terms are treated like a counteroffer rather than acceptance.
UCC 2-207 - sale of goods with extra shit thrown in
- K formed?
- what are additional terms?
- as long as not EXPRESSLY conditional
- merely add minor term, then it’s okay - Merchants? if yes, then automatically a part of the deal unless material changes it.
UNLESS IF IT’S A MATERIAL CHANGE
additional terms?
S sells car to B for 400. B says “I accept. Deliver on Sat.” No more communication. OK?
YES. Acceptance and mere proposal.
If one or both parties is not a merchant, the addition term is merely a proposal that is to be separately accepted or rejected.
Death of party prior to acceptance
death or incapacity of either party terminates offer (before offer accepted).
If already formed K and death?
if you have K already formed (offer, acceptance, consideration), you don’t get out of the K.
Exceptions to death
- option K - if you paid consideration to hold it open, S dies, the OFFER IS NOT GONE. Estate will be liable.
- Part performance of unilateral K - if you start painting the house pursuant to unilateral offer STILL GOOD.
